What If
by Chloe Kompton
Summary: What if GLaDOS had just one more test for Chell? Chelley with implied Caroline/Wheatley. This story heavily involves the cores, and has basically the opposite of Human!Wheatley. Also includes some theories as to GLaDOS's origins. COMPLETE!
1. Chapter 1

"Once upon a time…" Wheatley paused, cast a glance at the stasis pod containing Chell's body, then at the expectant, newly-activated greenish-grey personality core. "Once upon a time, there was a girl named Chell. Uh, a woman, actually, a woman named Chell."

"Chell! I like that name," the other core interrupted. "Chell, Chell, Chell. I'm going to be called Chell, okay, Wheatley? Chell, Chell, Chell. Chell!"

"Yeah, luv, you can be called Chell," Wheatley said, heaving a sad sigh as he again looked at the stasis pod. "It…it suits you.

"But anyway, this Chell, the woman, she was put through all sorts of experiments by Her. You're going to meet Her, you know. Right after this, actually…And these experiments, they were for science." He gave a bitter chuckle. "SCIENCE. Bloody science, it ruins everything. Friendships, lives, sanities…and anyway, Chell, she managed to escape. And she shut Her down, but then she was forced back inside the testing facility by one of those, oh, whatchamacallits, one of those Party Bot…things."

"I like the testing facility," the other core said, spinning in a circle on her management rail. "I like it. I do, I do, I do!"

"And then this is the part where I come in," Wheatley continued. "I helped her. We helped each other, actually. But then…" He paused and shuddered as though this was a painful subject. "…Then I did some bloody monstrous things to her, and I thought that she was going to escape. Really, truly, I did. But apparently _She_ decided that Chell hadn't suffered enough."

The other core was silent, waiting expectantly for him to finish the story.

"I don't know the full details of it all," Wheatley explained. "All the rest of what I know is just what the experiment was."

The other core frowned, thinking, remembering. Trying to remember. There was something, just a bit out of reach…

_"Just GO," GLaDOS said, glaring at the elevator Chell was standing in. "It's been fun. DON'T come back." The elevator started moving upwards, and Chell breathed a shaky sigh of relief, leaning against the wall for support. It was over. After all this, it was over. It was finally over._

_ But then the elevator stopped. Chell felt it right away, and frowned as it began moving back down. When it reached GLaDOS, it stopped again. Chell stared out at her, making sure her expression was both pained and furious._

_ "Oh, don't look at me like that," GLaDOS sighed. "I'm sorry, I forgot that I had just one last test for you to do. But as soon as you complete it, you can go."_

_ Chell smacked her hand against the elevator's door in frustration. _No. No more tests. _She had been so close…_

_ "It's just one more," GLaDOS reiterated. "And you'll have a companion throughout it." A cheerful, sardonic lilt entered her voice as she continued. "The Intelligence Dampening Sphere. I have already activated its homing signal, and it will be here soon."_

NO!_ Chell smacked the door again, harder, and with both hands this time. _Not him. Anyone but him…_ It was his fault she wasn't already out and on the surface. An involuntary tear dropped from her eye as she thought about him and all he'd done to her._

_ "Are you…_crying_?" GLaDOS sounded shocked, but she recovered quickly. "If what you are concerned about is being paired with the Intelligence Dampening Sphere, then don't worry: you'll soon forget your reservations." She chuckled, and just as Chell's eyes widened with realization as to what that could mean, a knockout gas began hissing into the elevator. In panic, Chell started banging on the door, hoping that somehow she could break the glass. But it didn't budge, and as the elevator began moving downwards, Chell's eyes rolled up into her head and she hit the floor._

The greenish-grey personality core blinked her optic as the memory disappeared as quickly as it had arrived. She refocused her attention on Wheatley, who hadn't noticed the lapse.

"All I know," he said, locking his optic on hers, "is that She took her memories. Put her in a core." He searched the other core's optic for something, didn't find it, and sounded even sadder than before as he continued. "And I know that even if she was here…even if she was _right_ here, listening to me tell her a story…even if she was here, she wouldn't have a bloody clue who I am." He sighed and looked away, back at the stasis pod. The other core, although concerned, remained silent. "But…Chell…" He stared into her optic again, a new, fierce look of determination in his own. "I'm going to save her. No matter what. I owe her that."

"How touching," GLaDOS drawled through an intercom before deactivating him. One way or another, he _would_ cooperate with her. "Test Core, you are to report to my chamber at once."

Without a single backwards glance at Wheatley, Chell turned and zoomed off in the opposite direction.

**[A/N: I'm operating under the assumption that Caroline has truly been deleted, and I'll continue this if people want me to.]**


	2. Chapter 2

**[A/N: Wow, so many reviews. Thanks so much, everyone! I'll update as often as I can.]**

Chell zoomed along her management rail, heading for Her chamber. The schematics of the entire facility were programmed into her core, so she knew exactly where she was going, and made all the proper turns. But—what was that, up ahead where her management rail crossed with the others? That wasn't on her schematic, but somehow she knew she shouldn't bump into it, so she slowed to a stop. "Hi!"

The unfamiliar object spun around and examined her. Chell saw that it was another core—like her, but pink. After a moment's consideration, it said, "Fact: You are new."

"No, I'm Chell," she told him. "Hi!"

"Fact: You are the Test Core."

"Chell!"

"The Test Core."

"CHELL," she repeated, moving forward until her narrowed optic almost touched his. He edged back a bit, examined her again, then seemed to come to a conclusion.

"Fact: You are deluded."

"I don't know what that is," she told him, then demanded, "Tell me!"

"Fact: The Fact Core will not participate in your delusions." He spun back around and sped off along his own management rail.

"Hey!" Chell yelled, staring off after him. She felt wounded that he had just run off on her like that. Had she said something wrong?

He didn't turn back around or even respond to her, so she spun around, ready to start heading off again, but she saw a bright green light barreling towards her and stopped, watching it as it approached.

"Look out!" she could hear it yelling. "Look ouuuuuuuuuuut!"

"Look out?" Chell called back. She looked up, down, all around, then back at the green light, which was almost right on top of her now. "There's nothing here! There's nothing to look out for! Except for me! Don't hit me!"

"It's a bird!" the green sphere yelled, slowing down just the tiniest bit. "A giant, mutant bird! I was just explorin' over in that dark tunnel over there, and it attacked me! It's comin' for you too!"

The core reached her, thankfully without running into her. Chell looked at the empty tunnel behind him. "There's nothing there either!"

"There isn't?" The other core turned around and blinked at the empty tunnel. When he turned back around, his voice had adopted an interesting quality that Chell was sure she'd never heard before. "Well, I guess I scared it off, then! I guess I was just too adventurin' for it to handle! So, little lady, you're new, and I'm Rick." He scooted up close to her. "_I'm_ an _Adventure_ Sphere."

"I'm Chell," she told him, scooting backwards. She wasn't sure what it was about him that made her so uncomfortable, but she knew she didn't like it. "And, um, I gotta go. To see Her."

"_Her?_" Rick backed up. "Uh, well, little lady, here, you have yourself some good luck. You're goin' to need it." Before Chell could ask him what he meant, he zoomed off, making her feel sad again. What was wrong with her that made everyone want to leave her?

Ooh! But She wanted to talk to her! With that realization, Chell cheerfully resumed her path to Her chamber, going as fast as she could.

Meanwhile, GLaDOS hung in her chamber, wondering what on earth could be taking the Test Core so long. Not that it was vital that it be spoken with immediately, but she supposed that this would be an excellent time to discuss her new experiment with the Intelligence Dampening Sphere. Again. She thought she had already made it clear that he was not to interfere, but apparently, she had not made it clear _enough_.

Reactivating him, she watched through a camera as he spun around in panic, looking for the Test Core, babbling excuses for what he'd told it. "I just thought she should know, since you took her memories and all, and she didn't understand anyway, because of her very minor case of serious brain damage, and—"

"Be quiet and listen," GLaDOS ordered, taking amusement in the fact that he shut up right away, trembling a bit. "You were told not to give her any information about her past, and if you want to continue…oh, I don't know, _living_…then I suggest that you refrain from doing so again. This is an experiment that needs to be carefully controlled. No additional variables are required. You are here to keep her from asking questions, not to answer them before she can even think them up. Is that clear? Oh, and she doesn't have brain damage, you moron."

Wheatley was silent for a moment, clearly forcing back the urge to inform her that he was not a moron. "Understood."

"Good," she told him, and got ready to sever the connection.

"Wait!" he said, and she paused. "What do you mean, she doesn't have brain damage? She talks like a bloody five-year-old!"

"The Test Core's mental capacity has been reduced to that of a human _six_-year-old," GLaDOS sighed. "You can't even get a simple age correct, and I already _told_ you that." Before he could ask anything else, she severed the connection, and at that moment, the Test Core zoomed in.

"You're late, Test Core," GLaDOS said, narrowing her optic to give the little core a menacing glare.

Undeterred, the core said, "Chell!"

GLaDOS paused, unable to hide her surprise. "What?" She had only caught the end of what that little _idiot_ had told the Test Core, but surely he wouldn't have been stupid enough to tell her her—oh, no, wait, yes, of course he would have been.

"I like to be called Chell," the Test Core explained. "It's my name."

"No, your name is the Test Core."

"_Chell_," the Test Core insisted. Annoyed, GLaDOS backed off a bit and sighed.

"I liked you better when you couldn't talk. Ah, well, such things can be changed…now. Let's discuss what the Intelligence Dampening Sphere told you earlier, shall we? You should know that it is a compulsive liar, and that everything it told you was a lie."

"You mean…you mean Chell isn't real?" the Test Core asked, sounding disappointed.

"No," GLaDOS informed her, taking pleasure from the little core's dejected look. "Not real at all."

* * *

"Rick, you _have_ to help me," Wheatley pleaded. "This is important! Life or death, mate! Maybe even an adventure!"

The green core, which had been speeding away from him, turned and looked at him. "An adventure?"

"An adventure!" Wheatley confirmed, realizing he'd finally managed to get Rick's attention. "All I need you to do is find out where She's storing Chell's memories. Oh, and then I'll need you and some of the other cores to distract Her for me while I get them back into Chell, but we can talk about that later."

"Chell?" Rick asked, his optic lighting up. "The little lady with the green optic who's not scared of giant, mutant birds? Now, she's a lady after my own heart. Sure I'll help you. For her, and for adventure. But why's it so important? Not that I need a reason for an adventure or anything, because I don't. I'm an Adventure Sphere!"

Wheatley looked away. "It's just…look, I've already lost one human to a computer, all right? I don't want to lose another."

"Should've asked me to help you," Rick said. "Like I said, I'm an Adventure Sphere! You could've had yourself a little Wheatley break, and I could've—all right," he said when he saw Wheatley's expression. "I'll go off and find myself an adventure, then!" He turned back around and sped off, leaving Wheatley in a contemplative silence, although not for long. A signal inside his core went off, and with a sigh, he turned and headed back to the infirmary where Chell's body was.


	3. Chapter 3

"Now," GLaDOS asked the Test Core, "do you see that everything he told you was a lie?" She was making sure to sound even sweeter than usual, knowing that that was the only way to deal with a child, and sure enough, the little core nodded earnestly.

"Just like the cake! Wait…cake…what's cake?"

GLaDOS noted in the folder containing the Test Core Experiment files that some of Chell's recent memories had clung onto life in the Test Core's subconscious. She would have to work on a way to fix that. "It's not important. All you need to know right now is that the Intelligence Dampening Sphere is waiting for you in the infirmary, where you were first activated. Do you know where that is?"

The Test Core nodded again.

"Good," GLaDOS said. "Then you may go."

The core spun around, and GLaDOS noted in the folder that it seemed just as eager as any of the other cores to leave her presence. But then it stopped, turned back around, and looked at her.

"What are you doing?" GLaDOS asked. "I told you, you may go."

"I don't want to," the little core said. "I like you. You're the only one that hasn't run away from me. And you told me the truth—about Chell."

GLaDOS wasn't sure how to respond. "Ah…"

"Let me stay," the Test Core begged. "Please?"

"Uh…" GLaDOS said, still at a complete loss for words. "Well…no. No, you most certainly may not stay."

"Oh," the core said, both looking and sounding horrendously sad as it backed up. "Okay."

As she—_it_—turned around to leave, GLaDOS sighed and said, "Wait." The core turned right back around, looking hopeful. "You cannot stay because you must rejoin the Intelligence Dampening Sphere, but…later, if you wish…you may return."

"Thank you!" the Test Core exclaimed. "Thank you, thank you, thank you!" It spun in a happy circle on its management rail, and for some reason, that made GLaDOS happy as well.

"And…and, if you would like…Chell is still not real, but if you insist on being called that, I will change it to your official name."

"Thank you!" the core said again as GLaDOS made the necessary changes.

"There. The…Chell Core, which may be referred to as Chell. The only condition is that you must leave for the infirmary. Now."

"Okay!" Chell said. "You're really nice. Thank you!" she said again as she zoomed out of the chamber, leaving GLaDOS alone to ponder what had just happened and just when the Chell Core had become a "she."

* * *

"You lied to me," Chell accused as she entered the infirmary. "You told me Chell was real, but she isn't. You're a liar!"

Wheatley backed up, torn between wanting to tell her the truth and fear of what She might do to him if he did. "Well, uh, you see, it didn't start _out_ as me meaning to lie, and in the very strictest, most _technical_ sense I'm not even quite sure what a lie _is_, and…why is your signal saying you're the Chell Core? Aren't you the Test Core? No, you are, I'm certain of it."

"I _was_," Chell explained, "till She changed it for me."

"She did _what_?" Wheatley asked, shocked. "No. There's no way She…after all the grief she gave _me_ about telling you…no, She didn't. She wouldn't have!"

"Did SO," Chell insisted. "Don't lie to me anymore, okay, Wheatley? I don't like it!"

"I—but—all right," Wheatley sighed. "I'm sorry. That I have to lie. Ah, that I _had_ to lie."

"It's okay, Wheatley," Chell told him after a moment's consideration. "I forgive you."

Wheatley closed his optic. "Well, then you're the only one. But thanks, Chell, that means a lot, it really does."

"I'm the only one?" she asked. "Maybe if you didn't lie, then people would forgive you better."

"It wasn't because I lied!" Wheatley protested, sighing as Chell jerked backwards. "Look, I…it's just…I did some, some things I'm not proud of, and, well, my friends…they don't treat me the same way anymore, and…there was this woman, a long time ago now, but I know she'll never forgive me. Never even have the chance to."

"What woman?" Chell asked. "Is this another story? Like Chell? I like stories, Wheatley, as long as you don't say they're true."

He paused, then said, "Yes, Chell, it's another story. About me, and about a woman. One like Chell, only different.

"Her name was Caroline."

**[A/N: Ack, short chapter is short, sorry. The next one will be longer!]**


	4. Chapter 4

**[A/N: To answer a review, uhhh, Atlas and P-Body, they're…elsewhere, doing whatever it is they do when they're not participating in cooperative testing initiatives. I haven't managed to convince anyone to play through co-op with me yet so tl;dr: they're not going to be in this. Sorry!]**

"Caroline?" Chell asked, looking like she was thinking about something. "I…that…okay, Wheatley. Tell me your story."

Wheatley sighed. "All right. Well, it was a long time ago. All the way back when I was first activated, and she was the first person I saw, because she was the one who activated me in the first place…"

_ "Do you know who I am?" the woman asked. There were mascara streaks on her cheeks. "We haven't got much time. I needed something that could open doors for me, because they've locked me out of the system, and I worked on you, so I thought…never mind what I thought, and never mind if you know who I am. Just come on!"_

_ Wheatley blinked his optic. "Hello! You're Caroline Johnson, aren't you? It's a pleasure to meet you! I—"_

_ "Can you open that panel?" she interrupted. "The one behind you? Now?"_

_ "Of course!" he said, spinning around. "In fact, that's actually what I'm built for! Pleasant management." It took him less than a second to open the panel, and Caroline smiled as she looked out at the inner workings of Aperture._

_ "Thank you."_

_ Loud banging came on the doors of the laboratory. "She's in here!"_

_ With a gasp, she spun around, then turned back to Wheatley. "You have to come with me. I'm going to need you. Close the panel behind us, okay?"_

_ "Right!" he said. "But, um, I think those people out there are trying to get in. I think they're looking for you—oh, you're going anyway. All right! I'm coming!" _

_ Caroline was already through the opening and running. Wheatley zoomed out after her and closed the panel just as the scientists outside the laboratory managed to pry the door open. "Ah, so, what are we doing? I mean, with the running and all, and those scientists out there seemed to be chasing…"_

_ She took a left, and he kept following her, staying right on her heels. "Do you know who Cave Johnson was?"_

_ He paused, considered it a moment, then his face brightened. "Ah! Yes! Founder and CEO of Aperture Science, or, at least, he was. But he died almost five years ago."_

_ "Yeah," she muttered. "He died and now he wants me to pay for it. He wanted to be immortal so goddamned much, and he never understood that I would never want that."_

_ "I'm, ah, I'm afraid I don't quite understand what you mean," Wheatley said. _

_ "It's not important," she said. "Just keep moving."_

"So we hid," Wheatley continued. "Just me and her, her and me. I kept the scientists from getting at her, you know. Kept her safe. For almost three weeks. Even found her some food, some water, and closed a lot of panels."

"And then what happened?" Chell asked. "How come all your stories are sad, Wheatley? I like happy endings."

"So do I," he said. "But this is, ah, realistic fiction. Yes! That makes sense. And, ah, realistic fiction always ends up badly."

Chell's optic squinched up into a frown. "So what happened to Caroline?"

"I'm getting to that."

_"They're coming," Caroline whispered. "I can hear them through the wall…I'm cornered. I know I'm cornered."_

_ "No, you're not," Wheatley protested. "Don't worry! I'll make sure they don't hurt you. I'll keep them out. I promise."_

_ She smiled at him and reached up to give him a pat. "Thank you. But there's nothing more you can do." And she was right. They had managed to get themselves trapped in a room with only two walls—the other two sides that should have been there were gone, replaced by an overview of hundreds of the facility's bottom layers._

_ "I'm still keeping them out for you," he said, and he was, but they were overriding his blocks now faster than he could put them up._

_ She closed her eyes. "It might be easier if I could just fall backwards. There's a lot of open space…"_

_ "Don't," he said, catching her meaning right away. "Please don't. I promise, I'll rescue you. I swear!"_

_ She looked like she was going to say something else, but then there was a click as a panel swung open and scientists rushed in. Caroline didn't resist, just sat there as they swarmed around her. Wheatley could do nothing but watch, feeling helpless as they forced her to her feet and began marching her out through the open panel._

_ "Don't worry!" he called as she passed him. "Don't worry, Caroline. I'm still here! I can help you! I promise, I'll rescue you." He was trying to convince himself more than her. He'd only known her for a few short weeks—he'd known her for his entire _life_—and they had been on the run together, and she was the only friend he'd ever had. He had to save her. He couldn't imagine what his life would be like without her._

_ She looked up at him, expression hard to read, and mouthed, "Thank you."_

_And then she was gone. The panel closed behind her and the scientists, and he was left alone._

"That's sad, Wheatley," Chell said. She got as close as she could to him and gave him a comforting look. "Were you sad? That's sad."

He nodded, sighing. "I was sad."

"Did you ever get to help her?" she asked. "Because you promised that you would. I remember. Did you?"

"I…" He backed up a bit and looked away. "I tried."

_She had been activated almost a week ago, and it had taken him that long to find his way up to her chamber without detection. She didn't even sound like she used to anymore, all the announcements she'd been making, about science and progress. Wheatley wondered if it was too late, if there was no going back for her, but…no. He wouldn't allow that to happen. Couldn't allow that to happen._

_ "Hello?" he called as he entered her chamber. It was late, and there were no scientists observing her, so he could slip in undetected. "Caroline?"_

_ "Who is that?" _

_ He recognized the voice, hidden under layers of computerization, but still unmistakably her. "It's me! It's Wheatley."_

_ "It's who?"_

_ "You…you don't remember me?" he asked, stopping where he was. He had been speeding closer to her, but now something inside him felt like it had broken in two. "I…I…we were…I was helping you. And I'm here to rescue you."_

_ "_Rescue_ me?" she chuckled. "Rescue me from what? And as far as I know, we have never met. And as far as I know, there is no one here named Caroline. So get out. Now."_

_ "I…no," he said, edging up to her. "No. I promised."_

_ "If you wish to discuss promises, here is one for you: If you do not leave my chamber now, I will deactivate you. And then you will almost certainly be used for advancements in the field of science."_

_ "You…no, you can't mean that," Wheatley said. "Caroline wouldn't—"_

_ The last thing he heard before his sensors shut down was, "My name is GLaDOS."_

Chell was silent, watching Wheatley, who looked upset. After a long moment, he said, "And that's the end of the story. She…and I won't let that happen to Chell. I can't. I'm going to save her, because I know that she can't be gone."

"It's just a story, Wheatley," Chell reminded him. "Remember?"

"Yes," he said after a moment. "It's just a story…but…sometimes it feels like it's real."

She scooted closer to him again. "It's okay. I'm still here." He looked at her, but it seemed to make him even sadder than before. "What's the matter?"

"I…I can't tell you…it's just the story. It made me sad."

"Me too," she told him. "Next time, you have to tell a happy story."

He nodded. "Next time…what's that?"

Off in the distance, they could hear, "Wheatley! Wheatley! Wheatley!" And just then, Rick barreled in. "Wheatley! Wheatley! I went on a little adventure—and _hello,_ little lady—I went on an adventure, and I found out where the memories are stored!"

"What memories?" Chell asked.

Both of the other cores ignored her. "Well, where?" Wheatley asked. He looked hopeful.

"Riiiiiiight there!" Rick said, nodding at the stasis pod containing Chell.

Wheatley stared at it. "Right there?"

"What's that?" Chell asked. "What's in there? Wheatley! Tell me what's going on!"

He looked at her, sounding happier than he had all day. "That's how we're going to save Chell."

**[A/N: The theory here is that Wheatley was originally built for maintenance and then "improved" on later.]**


	5. Chapter 5

_Chell_

That was her name.

_Chell, Chell, Chell _

And it kept repeating inside her core, like it was trying to tell her something, and she wasn't sure why. She _knew_ her name. She knew who she was.

_Chell Chell Chell Chell _

She was the Chell Core.

_CHELL CHELL CHELL CHELL CHELL CHELL CHELL_

"Chell," she said aloud.

"What?" Wheatley asked. "Yes, Chell. We're going to rescue Ch—" He broke his sentence off in the middle. Instead of finishing it, he looked around nervously. "Ah…follow me. Both of you. Well, not follow, exactly, what you're going to need to do is turn around on your management rails and find your ways to the spot where they all meet."

Chell frowned, still focused on what he had first said. "We can't rescue Chell. She's not real. Remember, Wheatley? She's just a story."

He looked pained. "Well, yes, but—but—we're going to play pretend! You know what that is, don't you?"

Rick snorted, and Wheatley shot him a glare.

"I guess…" Chell said. "But why? Couldn't we do something that's useful? Like go to fix the gel flow error on floors nine-B through F?"

"That sounds like an adventure," Rick said, eyeballing her. "'Specially if we go together. Would you like that, little miss?"

Chell edged backwards, not even having to consider her options. "Okay, Wheatley, let's go." Spinning around, she zoomed off along her management rail, heading back for the spot where it intersected with the others'. Laughing, Wheatley sped off along his own. Rick waited by himself for them to come back, realized after three minutes and forty-two seconds that they weren't going to, then followed after, grumbling under his breath.

When he caught up with them, they were waiting in the middle along with the Fact Core and the Curiosity Core.

"Why do we have to be back here?" Chell was asking. "It's dark. I liked it better in the room with the light."

"There's no cameras here," Wheatley explained.

"Fact: The Adventure Sphere is likely to ruin this entire endeavor."

"What endeavor?" Curiosity asked. "Ooh! Ooh! Endeavor! What's an endeavor? Can I help?"

"Oh, come off it, mate," Wheatley protested. "Rick's a friend! He's going to help us. Aren't you, Rick?"

"Well, sure," Rick said. "Anything for the lady. And adventure!"

"Great!" Wheatley enthused. "What we need is for you, Fact, and Curiosity to just distract Her while I go back to the infirmary and fix Chell. What I'm going to be doing is linking Chell and Chell together to try and get her her memories back. It seems easy enough, right? I mean, how hard can it be?"

Chell's optic squinched into a frown. "She said Chell wasn't real."

"We're still playing pretend," Wheatley said.

"Maybe I should ask Her if it's okay—"

"No!" all three of the other cores exclaimed at once. Wheatley continued talking on his own. "I mean, no. Don't do that, Chell, we don't want Her to know that we're playing pretend because…because…"

"Because not telling Her is part of the fun!" Rick supplied, and Wheatley beamed.

"Exactly!"

"Fact," the Fact Core said. "The odds of Her falling for our deception and then deciding not to disable us all afterwards are approximately ninety million to one."

Wheatley glared at him. "Yeah, well, thanks for that, mate."

"What's disabling?" Curiosity asked. "Is it fun? Can I be disabled? Who else is being disabled? When are we going? Can it be now?"

"Now," Wheatley told her. "Ah, disabling, no, it's not fun, you're actually going to want to watch out for that. Good luck, all of you, honestly."

"Fact: The Fact Core has never agreed to put his life on the line for the moronic core and the deluded core."

Wheatley looked exasperated. "Please? Look, I can promise that She won't disable you. Well, on second thought, no, no I can't promise that, but I _can_ promise that…that I will be eternally grateful. Er, well, not eternally, but you get what I'm saying, don't you?"

"Fact: If the moronic core will stop babbling, the Fact Core will help him."

"That's the spirit!" Rick crowed. "We're all gonna have ourselves an adventure!"

"Right," Wheatley agreed. "So all of you should go on to Her chamber and start distracting Her—no, not you, Chell," he added as she started following after Rick and the others. "You stay with me. Good luck! All of you! Good luck!"

* * *

"Here we gooooooo!" Rick cried. "We're just about there!" Their management rails began running parallel to each other as they approached Her chamber, so Fact and Curiosity were on either side of him.

"What are we going to do once we're there?" Curiosity asked. "Ooh! Ooh! Can we see if She'll let us go to be on Her mainframe again? I liked Her mainframe! Did you like Her mainframe?"

"Fact: She will never allow you back on Her mainframe," the Fact Core muttered, still not overly thrilled about the whole concept of entering Her chamber voluntarily and helping Wheatley to deceive her. The whole thing was Wheatley's plan. That in itself meant they were probably all going to die—be disabled, anyway.

"Really?" Curiosity asked, sounding disappointed. "Are you sure?"

"Of course he's not, little lady," Rick cut in before Fact could confirm his previous statement. "Maybe we can all be on Her mainframe together!"

"Yes!" Curiosity enthused. "Can we really? Do you think that would be fun? I think it would be fun!"

"Fact: It would not be fun."

"Of course it would be!" Rick cried as they zoomed into Her chamber. She looked up as they entered, turning Her optic from the monitor showing the security feeds behind Her to glare at them.

"Oh. It's _you._ What do _you_ want?"

"Hi!" Curiosity cried. "Do you remember us? I remember you! Hi!"

"Of course I remember you," She said, voice dripping with annoyance. On the monitor, Rick could see Wheatley and Chell enter the infirmary. "Now what is it that you want? I did not summon you here. Therefore, you had better have a _very good reason_ for intruding."

"…Adventure?" Rick supplied. "Adventure's reason enough for anything!"

She let out a long sigh. "I didn't really think you did. I was just willing to humor you. And now I am not. So get out. Now." She started to turn back to the monitors, but Fact interrupted Her.

"Fact: We do have a reason for being here."

"And what might that be?" She asked, sounding disinterested but turning back to look at them anyway.

Fact was silent, so Rick spoke up. "Well…Curi here has something she wants to ask you! She wants to see about going on a little adventure with you. All four of us! Together." The silence encouraged him to continue. "Go on, Curi, ask your question."

"Okay!" Curiosity said. "Hi! Again! Hi again!"

"Ask your question before I disable your voice circuitry," She ordered.

"Okay! Remember when we were connected to your mainframe?" Curiosity asked. "Can we be connected to your mainframe again? All three of us? And the others too? Don't you think it'd be fun? Don't you miss us?"

Her optic narrowed even more, which Rick wouldn't have even thought possible if he hadn't seen it with his own optic. "You have _got_ to be kidding me."

* * *

"All right!" Wheatley said, looking around the infirmary. "All right. Well, here we are, and…I'm not _quite_ sure how all this works, but I think that sphere-shaped thing with all the wires sticking out that's next to the stasis pod and right under your management rail would be a really good thing for you to just drop right off into."

"I'll die!" Chell protested. "Wheatley, are you trying to kill me? I don't want to die!"

"No!" Wheatley said. "No, of course I'm not. You won't _really_ die. That's just something they say to get you not to do it!"

"If we're not supposed to do it, then I don't think I should," Chell said. "I don't wanna get in trouble. Wheatley, are you trying to get me in trouble?" She sounded hurt, and he moved his optic around the room awkwardly, trying to avoid her gaze.

"No!" he repeated. "Of course not, Chell. Look, can you just listen to me? Please? Just this once? It's really, _really_ important that you do as I say and drop off your management rail. All right?"

Chell's optic squinted in a frown as she thought about it, then finally, she shook her optic from side to side. "Nuh-uh."

"Oh, please, Chell?" he begged. "Please?"

"I just have to ask first," she told him, "and if it's okay to do, then we won't get in trouble."

"No!" he yelled, but by then it was too late. She had already opened a communications channel, and the next words he heard made him want to run away and hide like he'd done with Caroline so long ago.

"No _what,_ you little idiot?"

**[A/N: Wow, I was stuck on this chapter for a long time. I'm really hoping to have this story finished up by the time I leave for camp on the twenty-sixth. Thanks for your patience, and also for all the reviews!]**


	6. Chapter 6

"No nothing!" the Intelligence Dampening Sphere babbled. GLaDOS now had her attention divided between the three cores behind her and the monitor that showed the infirmary. "Nothing at all, actually…we were just…chatting, yes, chatting, and somehow the communications system must have accidentally gotten activated. So there's really no need for you to pay any attention to us." He nodded, clearly pleased with that explanation. "No need at all."

"Is that so?" she asked, narrowing her optic at him.

"No," Chell said, sounding indignant. "I did _not_ do it on accident."

Wheatley closed his optic with what could pass for a sigh, and GLaDOS continued to glare at him. "Explain yourself. Both of you."

"Well!" the Adventure Sphere said. "I think it's 'bout time we get going. Fact, Curi, come on…"

"Can't we stay?" the Curiosity Core asked. "Don't you think She might change Her mind? About us being on Her mainframe?"

"Fact," the Fact Core said as GLaDOS swiveled her optic to glare at them instead, causing all three to stop moving backwards. "She is now going to kill us all."

It wasn't like GLaDOS hadn't already guessed what was going on. She had known for a long time that the Intelligence Dampening Sphere was on a mission to halt her precious experiment, and it was obvious from the behavior of the other spheres that he had somehow managed to convince them to go along with his plan, whatever it might be. She just wanted to hear it from him, from that little _idiot_ who thought he was smart enough to stop _her_.

Just who the hell did he think he was, anyway?

"I…I…" Wheatley stuttered. "I…I…we were just chatting, as I said, and I was telling her a story, and—"

"Oh, another story?" GLaDOS asked in amusement. "Perhaps you could tell it to me."

"…Right!" he said. "Right. Uh…once upon a time…once upon a time, there was a…there was a woman named Caroline. And she was in trouble, and she needed help, and—"

"_Enough,_" GLaDOS interrupted, her voice filled with venom. "I've changed my mind. I _don't_ want to hear it after all. So why don't you tell me the _real_ reason the Chell Core activated the communications system?"

"Okay!" Chell said. "I was going to tell you anyway, but _Wheatley_ wouldn't let me." She rolled her optic at him, and GLaDOS chuckled. It appeared that the irrational attachment the Chell Core seemed to have to her was about to be of some use after all. "He wanted me to drop off my management rail, into that receptacle down there, and he said I wouldn't get in trouble, but I decided to ask you anyway, 'cause I really didn't want to get in trouble." She looked hopeful.

"Well, I'm glad you asked," GLaDOS said, her voice changing from sweet to furious as she continued. "Because you would have. Gotten in trouble, that is. Because _dropping off your management rail is deadly and the Intelligence Dampening Sphere is a pathological liar._ I thought I had already made that clear to you."

"I'm sorry!" Chell cried, her voice wobbling. "That's why I asked!"

"And I'm very glad you did," GLaDOS told her, voice returning to its previous sweetness. "That's why I'm going to let you come back to my chamber and do some very special…_tests_." Of course, the tests had always been a part of the experiment, but Chell didn't have to know that. Watching her greenish-grey optic light up with happiness was…almost enjoyable, somehow. "And as for _you_, moron…" She paused, watching as he fearfully slid backwards. "_You_ can start fleeing the infirmary on the count of three. I suggest you move quickly, because if my cameras catch sight of you ever again, you will be deactivated for a month. Is that understood?"

He nodded as quickly as possible, still looking terrified. "Understood! Yes. Of course! On the count of three! Will not let your cameras see me. Ever. Got it."

"Good," she said. "One…two…oops, did I say three? What I meant to say was two." As he spun around to leave, she deactivated him. The light of his optic faded out, and he hung suspended from his management rail, neither moving nor talking.

"Wheatley?" Chell asked as she turned to look at him. Her voice started to tremble again. "Wheatley!"

"Ooh!" Curiosity said. "Is that disabling? Is it fun? Can we be disabled too?"

The Adventure Sphere let out a loud groan. "Oh, come on now, little lady, did you really have to ask that?"

"This is further proof that the Fact Sphere is the most intelligent of all the spheres," the Fact Core said.

"Honestly, I can't believe I agree with that statement," GLaDOS sighed. "But given the alternatives, I don't think I have any choice."

"Hey!" the Adventure Sphere cried. "I'm not an idiot! You should see me on an adventure sometime! I'm so good at them, they call me brilliant! And—"

Losing her patience, GLaDOS deactivated him before he could finish his sentence, then did the same with the other two. She sent them back along their management rails to the point the rails met at, where they would be reactivated…eventually.

"What did you do to Wheatley?" Chell demanded. Her voice had gone from shaky to furious. "Fix him!"

"Chell," GLaDOS sighed. "He isn't broken. He's just…taking a nap. You know what naps are, don't you?"

The Chell Core nodded. "But he wasn't tired! He wanted to help Chell, even though she isn't real. He wanted to plug me into the receptacle, because he thought that it would help her."

"And you understand that he was wrong," GLaDOS said. "That it would not have helped her in the slightest, since she is a figment of his imagination, and would only have served to injure you. Don't you?"

She nodded again. "I…I understand. But what's going to happen to me while Wheatley's taking a nap?"

"Hmmmmmm," GLaDOS said. "Well, as I said, you are to report to my chamber, where you will begin some special tests. And in approximately thirty days, the Intelligence Dampening Sphere will be reactivated, at which point he may or may not be allowed to resume contact with you."

"What does that mean?" Chell asked.

"It means that I will allow you to speak with him once he is reactivated…probably. But first, you must begin the tests."

She had not been enhancing the truth when she had claimed the tests were special. Although Chell had been put in a core with a six-year-old's mental capacity, GLaDOS had taken special care to ensure that her problem solving skills were unimpaired. Since Chell had so stubbornly refused to run any more tests for her, GLaDOS had been forced to find a new way to test her.

"The special tests?" Chell asked, her optic lighting up again, and GLaDOS nodded.

"Yes. The special tests. So make your way to my chamber. The faster you get here, the faster you can begin."

She watched as the Chell Core spun around and zoomed off, the Intelligence Dampening Sphere seemingly forgotten. It pleased her how easily the little sphere did whatever she asked. The human version of Chell had never complied with a single thing.

And yet, the compliance was not the only thing that pleased her. It was the _happy_ compliance, and for the life of her, she couldn't figure out why she cared about the Chell Core's feelings.

"I'm here!" Chell announced as she zoomed into GLaDOS's chamber.

"Yes," the AI replied drily. "I can see that. And hear that. Why on earth do you have to be so _noisy?_"

The Chell Core's face fell—so to speak, anyway. "I'm sorry. I didn't mean to!"

GLaDOS sighed. "I suppose I will accept your apology…this time. Now what I need you to do is stay right where you are. Don't move, unless of course you wish to fall and die a death that will be both unpleasant and untimely."

Chell complied, of course, looking down as the floor opened up and green casings appeared with a small hole in the center, right where the chest would have been. "Oh! I know what that is! It's like for the Cooperative Testing Initiative. Right? Do I get to be in the Cooperative Testing Initiative?"

"No," GLaDOS said, then upon seeing the core's look of disappointment, added, "But it's better than that. You're going to get to do tests, just like in the Cooperative Testing Initiative…but all on your own.

"And isn't that just the most _wonderful_ thing you've ever heard?"

**[A/N: Okay! The next one or two chapters are going to be devoid of Wheatley, most likely just the one. Because he's been deactivated. But I promise, he'll be back. =P; Thanks for reading, and as always, reviews are appreciated~]**


	7. Chapter 7

"All by myself?" Chell asked, excited beyond belief. That was the coolest thing she'd ever gotten to do! Ever since she was activated, she'd been envious of the Cooperative Testing Initiative bots. They got to test all day, every day, and it looked amazing.

"All by yourself," She replied, sounding pleased, and Chell spun in a happy circle on her management rail. She was always so nice to her, and Chell didn't know why Wheatley and the others were so afraid of Her. "All I need you to do is stay there while the casings rise and close around you. At that point, you will be able to be transported to the testing chambers, and then the testing can begin."

"Okay!" Chell said. "I won't move, I promise."

"Good," She said as the casings began to rise. "If you do, the casings may not fit right, and it will be…painful…for you."

Chell held as still as she could, and as the casings began to close around her, she thought of something. "Um…excuse me? Can I ask you something?"

"What is it now?" She sighed. "Remember not to move."

"I'm not moving," Chell protested. "I just…what's your name? Everyone else has a name, 'cept for you."

There was a small amount of silence before She answered. "No one has ever asked me that before, especially not you."

"I'm sorry," Chell apologized, inferring right away that she had done something wrong. "I didn't mean to."

"No," She said quickly. "No, don't apologize for that…my name is GLaDOS. Genetic Lifeform and Disk Operating System."

"I like that name," Chell said. GLaDOS didn't respond, but she looked contemplative for some reason. The casings finished closing around Chell with a _hiss_, and as the management rail lost its grip on her, she dropped to the ground, landing on two sturdy android legs. "This is so cool! Look!" She jumped up in the air. "I have _legs!_"

"Yes," GLaDOS replied, her voice a mixture of disgust and amusement, "you have legs. Now use them to move yourself to that elevator over there." As Chell looked around, an elevator moved out of the ground and rested there. "The Cooperative Testing Initiative bots are disassembled for their movement between test chambers, but I have decided to allow you to use the elevators. There is no need to thank me; you are simply lucky that I'm feeling…_nice_ today."

"Thank you!" Chell said anyway as she used her new legs to run into the elevator, accidentally smashing into the back wall. GLaDOS rolled her optic as she closed the door behind Chell, who managed to turn around and wave before the elevator was completely out of the chamber.

"Don't do that," GLaDOS said. "The waving. The Cooperative Testing Initiative bots also like to participate in such _human_ movements as that, and as I continually remind them, they are _not_ human. And neither are you."

"I know that," Chell replied, puzzled that GLaDOS thought she had to tell her that. She still knew who she was: she was the Chell Core. And the Chell Core _wasn't_ human.

The elevator door opened, revealing a staircase. Chell looked at it, confused. Wasn't she going to test?

"This is the entrance to the first test chamber," GLaDOS's voice said. It echoed throughout the room, and Chell had no idea where it was coming from, but it was nice to hear her voice still there in the dark, lonely room. "You will proceed up the staircase and step into the chamber, and there the test will begin."

_Oh! _Eagerly, Chell ran up the steps, taking them two at a time. When she got to the top, she stopped and looked around. It looked like a difficult chamber, filled with acid pits and unportalable surfaces—

Wait. How did she know what was portalable and what wasn't?

She shook her core from side to side when she realized how obvious the answer was. The information must have been downloaded into her core at some point, so that she could use it when she needed it. That was so smart of GLaDOS!

Looking around again, she saw a portal gun in the center of the room, firing blue portals. Behind her, she saw an orange portal and jumped through it, somehow managing to land right behind the portal gun. In triumph, she picked it up, scanned the room, then fired portals in just the right places to land at the top of the platform that held the cube. She picked the cube up, brought it down to a lower platform, placed it on the button, then used portals to fling herself all the way through the open door.

"Good," GLaDOS breathed as Chell made her way to the elevator, sounding surprised. "I have to admit, I wasn't positive that your problem-solving skills would be…never mind, it isn't important. What is important is that the previous test was clearly far too easy. The next ones will be _far_ more difficult."

Still, it took Chell twelve chambers to have a problem solving one, and even then it wasn't because she couldn't find the solution. There was a turret hidden under a platform with its sight laser turned off, and when she triumphantly approached the cube it was guarding, it began firing at her without so much as an "I see you!"

Shrieking in fear, Chell jumped to the side in an attempt to dodge the turret, but that put her right in the path of a turret she hadn't bothered to take out beforehand, and her vision went blurry just before she felt herself explode.

* * *

In her chamber, GLaDOS sighed. After the Chell Core had shown promise by making it through the first twelve testing chambers unscathed, she had truly expected her to make it all the way to the end of the testing track, and she had no doubt that the human adult version of Chell would have noticed the turret before it was too late. Her problem-solving skills may not have been impaired with her six-year-old mentality, but her observational skills certainly were.

Well, there wasn't much she could do about it now. GLaDOS made a note in the Chell Core's testing file (in _red;_ surely _that_ would motivate the little core to do better in the future) before setting the reassembly chamber to work reassembling the Chell Core and her android body.

It was done in a matter of seconds, and when Chell reappeared, she was still screaming, which made GLaDOS wince.

"Stop it!" she ordered. "You are being noisy again. Look around you. The turrets are gone—well, they're not _gone,_ but they _are_ elsewhere. You will have to navigate the chamber again. Good luck—you'll need it."

It took Chell a moment to stop screaming, and she looked around shakily. "What…but…I was…I got shot? And I exploded and, and, and it _hurt!_" Noises resembling hiccups and dry crying emitted from her core. "I thought tests were supposed to be fun, but it hurt and, and, and that…that _wasn't fun!_"

GLaDOS rolled her optic even though she knew Chell couldn't see her, suppressing the small feeling of guilt that was threatening to well up inside her. "Of course they aren't supposed to be fun. This is for _science._"

"But the other ones were fun!" Chell protested. "The ones where I didn't get exploded. GLaDOS, I don't want to test anymore if it's going to hurt." She sat down on the ground after first setting down her Aperture Science Handheld Portal Device, looking as determined and sullen as a core could possibly look.

GLaDOS paused. This was a dilemma she honestly hadn't expected to pop up, given the compliant nature of the Chell Core. "Well…you have to."

"Why?" Chell demanded. "_You_ don't have to!"

"Well…yes, that's true, but that's because I'm the one _administering_ the tests," GLaDOS explained. "And I can't test and administer at the same time."

"Then how come _I_ can't administer the tests?"

"Because you can't!" GLaDOS snapped. "Now get back to testing before I do something that you'll regret."

"You can't make me," Chell said, crossing her arms in such a typical childish fashion that it almost made GLaDOS sorry for what she was about to do next.

"Oh, can't I?" Making a quick decision, she activated the Chell Core's autodestruct so that Chell barely had time to scream before exploding again. Once again, though, she was still screaming when the reassembly chamber finished reassembling her.

"Stop it," GLaDOS ordered once again, and Chell shut up, staring at one of the cameras that watched the test chamber in fear. She looked terrified, and normally the terror of others made GLaDOS happy, but not this time. This stupid little core was going to ruin her experiment all on its own if she gave in to it. "You have two choices: complete the tests as I tell you to, or stay right here and continue to be exploded. Over and over and over again. With one of these options, you have a chance of survival without pain. With the other, you do not. So choose wisely."

It only took Chell four-point-seven seconds to snatch her portal gun off the floor and take off running for the test chamber. GLaDOS continued to watch, still refusing to allow herself to feel guilty about harming the Chell Core, and she was convinced that the small pang of happiness she felt when the core made it through the chamber without injuring herself again was simply due to the fact that the testing was making new breakthroughs for science.

Nothing more.

**[A/N: Up next: Wheatley (probably!). And Chell. And GLaDOS. But mostly Wheatley.]**


	8. You Call That a PLAN?

The Chell Core was making that annoying crying noise again, and she hadn't even been blown up this time.

"Stop it," GLaDOS ordered.

Stubborn as ever, Chell shook her core back and forth, still making that horrible _noise._ GLaDOS sighed.

"Oh, _fine._ Tell me what it is you want."

"It's been a month," Chell said.

"Since?"

"Since you hurt Wheatley and started hurting me," Chell said. "You said he could come back. Where is he?"

The look in her optic was desperate, pleading, and angry all at the same time, and GLaDOS felt herself pause. "Well…he's fine. He's just not here."

"Why not?" Chell asked.

GLaDOS sighed again. "Honestly, I'd hoped not to have to tell you. I didn't want to upset you." And of course, that was an outright fabrication; she'd been hoping the Chell Core would just forget about the Intelligence Dampening Sphere, hoping that maybe the tests would keep her scatterbrained self occupied. But it seemed that they had only served to make her more determined to see Wheatley.

"Tell me!" Chell demanded. She was glaring at the camera now, but at least she'd stopped that infuriating _noise._

"He was reactivated yesterday," GLaDOS told her. And it was the truth; she had reactivated him and set him on garbage duty. "I gave him a choice of options, one of which was to come and see you, but he didn't want to. He said it was your fault he was deactivated, and he never wants to see you again." She sighed. "I really am very sorry, Chell."

Chell looked stricken. "My fault…?"

"Yes," GLaDOS said, relieved that the little core seemed to believe her. "If you had simply dropped off your management rail, the problem would have been resolved and Wheatley would want to see you. But you didn't. You did the right thing by alerting me, and for that, we're all very proud."

"My fault," Chell repeated, almost under her breath. "_My fault…_"

She started making that _noise_ again, and GLaDOS sighed. It was going to be a long day.

* * *

This _had_ to be the dullest job ever. Even worse than taking care of all the smelly humans. Seriously, making sure that every little bit of waste made it into the incinerator room? Couldn't She have some sort of automated system do that?

Well. He supposed he _was_ the automated system, but couldn't there be one that wasn't him?

_"Welcome back," She had told him when he had first been reactivated. "Except not really. Because you're not welcome at all."_

"_Where's Chell?" he had demanded, and She had chuckled._

"_Testing."_

"_Oh, no," he'd said, horrified. "No no no no no."_

"_Yes," She'd mimicked, sounding amused. "Yes yes yes yes yes."_

_His thoughts were racing. He had to get her out of testing before something awful happened to her and he lost her forever, but…She wouldn't have woken him up for no reason, would She? "But now that I'm back, you can let her out of testing. Right?" The desperation in his voice was obvious even to him._

"_Wrong. She will remain in testing. And do you know something? She loves it."_

"What?_" Wheatley had asked. "She _does?_"_

"_Yes," She had said. "So don't even think about doing something stupid like trying to break her out. Because she doesn't _want_ to be broken out. She's _happy_, and she doesn't need a little idiot like you to destroy that happiness."_

_Wheatley knew as well as anyone that She almost never told the truth, but…what if She was, just this once? What if Chell _was_ happy in testing? What if she would be miserable if he got her out? He didn't want her to be angry with him._

"_Okay," he said, his voice quiet._

"_What was that?"_

"_Okay," he repeated, louder this time. "I won't…I won't try to break her out. I promise."_

_"Good," She told him, not even bothering to hide the smirk in her voice._

So now here he was, moving garbage from place to place and feeling absolutely miserable. How could he have messed his rescue up so badly? It was Caroline all over again, only worse, because he had no way of knowing for sure if Chell wanted his help or not. Unless he risked Her wrath by going to peek at the testing chambers, that is…

He hesitated, thinking about it. A pile of garbage bypassed the incinerator room, then another, then another, but he didn't notice. He was too busy weighing the pros and cons of checking up on Chell, to see if she needed him or not. But even if she _did_ need him, would he be able to help her? He knew that She had to be watching Chell very closely now. It would be very difficult for him to get her out unnoticed.

"Pssst! Wheatley!" A gruff voice jerked him out of his contemplations, and he spun around on his rail, looking for the source.

"What? Who? Where? It wasn't my fault and I'm not doing anything wrong!" he yelped.

"What?" the voice asked, and Wheatley caught sight of a glowing green light, halfway hidden behind a beam. "What're you talking about?"

"Oh," Wheatley said, making a noise similar to a sigh of relief. "It's just you. I thought you might be Her. Well, not really, since you don't sound anything like Her, but She can probably change Her voice, so I thought—"

"Uh-huh," Rick interrupted. "Look, I haven't got much time, since I'm supposed to be making sure all the garbage that you miss gets into the incinerator, but I wanted to know what the plan was."

"Plan?" Wheatley asked. "What plan?"

Rick looked at him like he was stupid, and spoke his next two words slowly. "The…plan. You know, to get the little lady back in her body." When Wheatley didn't respond, he said, "Oh, come on. You do have a plan, right? Can't have a good adventure without a plan."

Wheatley sighed. "I'm not sure. She says that Chell's happy in the testing. And if she's happy, then maybe…maybe we should just leave her. Did you ever see her happy as a human? Because I didn't. Not that we can blame her, of course, because who'd want to be a smelly human? Although I guess she might want to be. She was born a human and all, so she was probably used to it. Oh, that's another thing! D'you think she'd be used to it anymore if we put her back?" He looked at Rick expectantly, waiting for an answer.

"You know, I didn't really listen to most of that," Rick admitted, "but the first part, the one about the little lady being happy in the testing, that ain't what's going on. Curi—you remember Curi, right? Curi's in charge of cleaning up when any of the testing bots explode now—but anyway, Curi says the little lady cries all the time. She's not happy doing testing at _all._"

Wheatley listened to him with a growing mixture of excitement and anger. Chell wasn't happy in the testing? That meant she needed his help. And it meant that She had lied to him. _Again._

"All right," he said. "I have a plan! Well, sort of. It's probably not a very _good_ plan."

"What is it?" Rick asked.

"Well," Wheatley said, "what we're going to do is go in there and get Chell onto her management rail without Her noticing us and we're going to try…not…to…die. Yes." He nodded, pleased with himself. "So that's the plan."

"You call that a _plan?_" Rick snorted.

"It's worked before!" Wheatley protested. "When she was a human. I got her out of the tests without Her even finding out until it was too late. And if Chell wants to leave, then it shouldn't be too hard to convince her to go with us…right?"

"I guess so," Rick said, although he didn't sound convinced. "We're all going in to get her? Together? Or just you and me?"

"Just me," Wheatley said. "I have to do it on my own. I need you and the others to distract Her again."

"That's the same plan as last time," Rick said, sounding skeptical. "And it didn't work then."

"Only because Chell wouldn't do what I told her to do," Wheatley argued. "And like I said, if she's crying and if she's scared, then she'll come with us."

Rick sighed. "Well, all right. I guess we can give it a shot. But if we wind up disabled for another month—"

"We won't," Wheatley said. "Trust me! I know what I'm doing."

* * *

GLaDOS first noticed there was something wrong when the Chell Core took a misstep, exploded, and the Curiosity Core didn't rush to pick up the pieces. "_Curiosity._" Under normal circumstances, just one word was enough to terrify any core into rushing to do her bidding, but the little core didn't appear, making GLaDOS narrow her optic in suspicion. Where could she have _gone?_

"Do you know something?" she asked the Chell Core conversationally after she had picked up the pieces _herself_ and placed them into the reassembly chamber _herself._

"What?" Chell asked, her voice and body shaky. Exploding still terrified her, even though she seldom cried after it now, and it probably always would.

"It's your birthday," GLaDOS told her. "Not that it really matters anymore, but it is. So I've prepared a special birthday chamber for you. Right after this one. It's a present. Just for you."

"Just for me?" the Chell Core asked. Her optic lit up as she picked up the portal gun and began racing through the test chamber, making GLaDOS chuckle to herself. She was still so _naïve._ It _was_ a special test chamber created just for her, but it was also a very, very _deadly_ test chamber in which she would likely be exploded several times. And at some point, she would likely break down and begin making that irritating crying noise again. GLaDOS wasn't looking forward to _that_ at all.

A blinking light on a monitor caught her attention, and her optic narrowed into a frown as she examined it. The garbage was not making its way to the incinerator, and was instead travelling around and around the facility in a continuous loop. That meant that neither the Adventure Sphere nor the Intelligence Dampening Sphere was doing their jobs. Taking a quick glance at the cameras monitoring the bathrooms (in most places, that would have been unacceptable, but at Aperture, it was standard), she noted that the Fact Core was also nowhere to be found.

"This is a note to all mechanical personnel who are not where they are supposed to be," GLaDOS said over the intercom. "Unless you wish to _die,_ you should all return to your previous locations. _Now._"

* * *

"Did you hear that?" Curiosity asked. She was shaking with fear. "Do you remember being disabled? I remember being disabled! Did you like being disabled? I didn't like being disabled!"

"Calm down, little lady," Rick said. "It'll be all right. She ain't gonna disable us again. Because we're going on strike." That had been Wheatley's idea. Rick had wanted to invite Her on a special adventure, but Fact had informed them that that would cause Her to disable them all within six-point-three seconds, so they had gone with Wheatley's plan instead.

"What's a strike again?" Curiosity asked.

"A strike is where we do not work," the Fact Core replied. "Much like people on strike, this plan is not likely to work."

"You always have to be such a stick in the mud," Rick snorted. "Just admit that you don't really know a thing."

"Fact: The Fact Core knows everything."

"What, are you God now?" Rick asked, rolling his optic. Curi giggled, but it was a nervous giggle. "Hey, come on now. He doesn't know anything. We're gonna be fine."

They were speeding along their way to Her chamber once again. Wheatley had gone down to the testing track Chell was running, and was waiting for them to distract Her before he tried to talk her into going with him.

"I know you're somewhere along the management rails," Her voice said. It echoed through the passage they were in, producing a haunting, eerie effect. "And let me assure you, I will _not_ be fooled twice by you idiots."

"We're not idiots!" Rick cried, hoping She wouldn't be able to hear them. "That's just Wheatley."

"Fact," the Fact Core said. "In addition to being a blowhard and a coward, the Adventure Sphere is also an idiot."

"Shut up," Rick growled. "Like I said, you don't know anything."

As they entered Her chamber, She already had Her optic focused on them, narrowed in a glare, even though it was partially focused on the monitor to Her right.

"Get. Out. _Now._"

**[A/N: Sorry this took so long! I've been at camp and such. Review, please? :'D]**


	9. A B C D E F G

**[A/N: Sorry about the false update. I messed something up. Fixed now!]**

GLaDOS had lied to her. This "special birthday test" wasn't special. It was _scary;_ worse than anything else Chell had ever had to do, and she didn't like it one bit. After a few times exploding, she'd resorted to sitting in a corner, hugging her legs to her chest and doing her best not to cry. The portal gun rested beside her, and she hoped that GLaDOS wouldn't explode her for setting it down. She'd done that before.

But some of the other cores were in GLaDOS's chamber. She could tell, because even though the monitors only showed the master AI, she could hear their voices piping through, and since she hadn't been exploded yet, she got the feeling that GLaDOS wasn't really paying very much attention to her.

"And that's another thing!" Rick exclaimed, his voice much more high-pitched than usual. "We want to never be disabled again!"

"Yeah!" Curi chimed in, then added in a worried tone, "Is that okay?"

Chell was watching GLaDOS's furious expression on the screen with rapt attention, and she was glad that for once, the fury wasn't directed at her.

"_No,_" GLaDOS all but spat. "It is _not_ okay. In fact, if you don't leave my chamber _right now,_ you will all be disabled _permanently._ Is that clear?"

"Fact: The Fact Core predicted this outcome beforehand," the Fact Core said. "This further cements his position as the most intelligent core."

"You can't do that!" Rick cried. "We're going on strike!"

GLaDOS chuckled. "I hope you realize that your jobs are all completely useless ones I made up so that you would have something to do with yourselves. That means that I don't need you, and I also don't need to listen to your demands. So seriously now, goodbye."

"Chell!" A sudden, rushed whisper startled her, and she spun her core around, looking for its source.

"Wheatley!" she gasped when she saw him, hidden inside the wall.

"Shhhhh!" he whispered urgently, then more gently, "Shhhh."

"But I thought you didn't want to see me?" she asked, lowering her voice.

Wheatley looked shocked and like he was about to say something else, but at that moment, GLaDOS's full attention returned to Chell and the test. Her furious expression had given way to a cheerful one. "Well, that's one problem taken care of, although I still need to locate the Intelligence Dampening Sphere. So now you can go back to testing."

"Oh, don't tell her! Don't tell her I'm here!" Wheatley hissed.

Chell felt offended. She hadn't been going to anyway. "Can I stay sitting? I don't like this test. It isn't a birthday present. It's _scary._"

"No," GLaDOS said, narrowing her optic once more. "This _is_ a birthday present. A particularly difficult chamber for you to work your way through. Anyone else would appreciate it. But I'll tell you what: finish this chamber, and then I'll allow you to stop for the day."

"Okay," Chell said, nodding. She didn't even have to think about it. GLaDOS almost never let her have breaks.

"Chell!" Wheatley hissed again. "Once you're on your break, will you be allowed out of your…android…thing?"

Chell kept nodding, hoping Wheatley would understand that she meant him.

"You can stop that now," GLaDOS ordered. "Get back to testing before I lose my temper."

"Oh!" Wheatley said. "Oh. You're nodding at me! Okay. Good. That's good. Because the casings are the only thing she can explode! The explosion just catches the core up in it. I learned that from Rick, actually." He sounded triumphant, and Chell felt genuinely happy for the first time in a month.

"I see you're finding this amusing," GLaDOS said. "Well, I'm not."

"No!" Chell said. "I'm sorry! I'll test right now!"

"Come to meet me in the center where the management rails meet as soon as you can," Wheatley whispered, ducking out of sight just as GLaDOS lost her temper and her patience. Chell screamed as she exploded.

* * *

Wheatley had been waiting for several hours, and he was beginning to get worried. And Her casual death threats through the intercom system weren't helping that.

"You moron. Do you really think I can't find you? Because I can. It'll just take a little bit of time. And the more you prolong this little endeavor of yours, the worse you make things for yourself. If you just contact me right away, you can prevent a _lot_ of suffering. And by that, I mean your suffering. Not mine."

If Wheatley had possessed a bottom lip, he would have chewed it raw by the time he finally saw a greenish-grey light zooming its way down the passage. "Chell!"

"Wheatley!" the little core exclaimed, stopping right next to him. She had a choke in her voice. "You…you don't hate me?"

"Oh!" Wheatley said. "Right, was meaning to ask you about that. Uhh, why exactly do you think I hate you? Because I don't. And I didn't tell you that I did, so—"

"You don't hate me!" Chell said with considerable relief, and then she started to make a noise he recognized as crying, and he had no idea why.

"Uhh. Uh, if I said something, I'm really sorry!" he said. "And I didn't mean it. Not in the slightest. Oh, please don't cry, I'm sorry…"

She shook her core from side to side. "She said you hated me, because it's my fault you got deactivated, but you don't! But _is_ it my fault you got deactivated? Because if it was, I'm sorry. Really!"

"No!" he said, relieved that it wasn't his fault she was crying. "Not your fault at all. Well, maybe a bit, but—no, not your fault!" he reiterated upon watching her face fall. "Entirely my fault. All mine. Yep, my fault…"

"Okay," she said, but the crying noise didn't stop for a few more minutes. He watched with anxiety, wishing he could do something to help, and when the noise finally stopped, he was grateful beyond belief. "What are we going to do now, Wheatley?"

He hesitated. "Will you do what I say this time? Instead of telling Her?"

"Yes!" she said. "Wheatley, I thought she was nice, but she's not. She's mean. She hurts me and lies to me and makes me test, and, and…" She started making the crying noise again, and he felt terrible.

"I'm sorry," he said. "I mean, not that it's my fault or anything! Because it's not. But I am. Sorry, that is. But don't worry, Chell. We're going to make it so She can't hurt you anymore."

Chell sniffled. "Do you promise?"

He nodded. "I promise."

She cheered up almost instantly. "Okay! Tell me what I have to do."

So he told her, outlining every aspect of his plan so that there was no way she couldn't understand. Not that there were many aspects to outline; the plan was simple. They would go into the infirmary, she would drop into the spherical receptacle, and he would find the button that would give her her memories back. Wheatley wasn't quite sure how to transfer her consciousness back into her body without hurting her, so he thought that it would be a good idea to take the memory-restored Chell to demand that She put her back in her body. Yes, it was a good plan, absolutely foolproof, and he was proud of himself for thinking of it.

"But isn't that plan the same as last time?" Chell asked, sounding uncertain. "And Wheatley…is Chell even real?"

"No, the plan's not the same!" he said. "Not at all. Well, maybe a little, but this time you'll do what you're supposed to do, won't you? And then nothing will go wrong. And…" He hesitated, still afraid of what She might do to him. "Yes. Chell is real."

"I knew it," she said, optic lighting up as she spun around. "I knew it I knew it I knew it _I knew it!_" He laughed, watching her, and once she'd calmed down, she asked him, "Are you sure that nothing will go wrong this time?"

"Positive!" he said. "Trust me."

So she did, and together they went off to the infirmary, stopping just outside.

"All right," he said. "This is it. We just have to go in there and hope she doesn't see us! We've got to be quiet, too. So no talking, okay?"

She nodded, looking nervous.

"And don't worry!" he told her. "Nothing's going to go wrong."

He edged out into the infirmary, and when he didn't suddenly deactivate—thankfully, She had to know where he was to deactivate him—he motioned to Chell, who entered along her own management rail and positioned herself above the spherical receptacle. He moved to where the monitor controlling the experiment was, and started looking for a button that said "TRANSFER MEMORIES TO CORE." It was found easily enough, and he hovered his handle above it—he couldn't plug himself into the wall, because then She'd know exactly where he was—and nodded to Chell. Everything was going according to plan! But then—

"Now how did I know you were going to come back here?" She asked, somehow managing to sound both delighted and bored at the same time. "Oh, that's right. Because you're a moron."

"I am NOT a moron!" Wheatley protested as Chell dropped from her management rail and landed with a _clunk_ in the receptacle_._ The camera on the wall zeroed in on her, and She sighed.

"Chell. I thought we discussed this. _And_ I thought you were smart enough not to listen to a word that little idiot says. I suppose I was wrong. And I'm _very_ disappointed."

"You lied to me!" Chell protested. "You said Chell wasn't real, but she is, and you LIED!"

"The Intelligence Dampening Sphere is still a pathological liar," She intoned. "Therefore, you really shouldn't believe a word that it says."

Wheatley smacked the button. "Ha! But it's too late for you to do anything about it now—but—what—oh." Now blinking on the screen were the simple words, "PASSWORD REQUIRED," and She sighed.

"You really are the biggest moron."

"No!" he said. "No, I'm not! Because, because—because I have a password!"

Chell was giving him a worried look, and She chuckled. "Oh, this should be good. Well then, go ahead. Enter it."

And he _did_ have a password. A long time ago, Caroline had given him an override code that he used to open and close panels, even though she herself couldn't use it because the scientists had locked her out of the system. It was a very complicated code, hard for him to remember, but somehow, he had managed to hold onto it. He had no idea if it would still work, but he was willing to give it a shot, because he was willing to try anything once. Also because if this didn't work, She was probably going to disable him _and_ Chell. He very much didn't want that to happen.

"All right!" he said. "Here it goes…A, B, C, D, E, F…F…uh…oh, what's the other letter…"

"'G'?" She suggested, sounding amused.

"Yes!" he said, delighted that She was so willing to help him. "G! That's it! A, B, C, D, E, F, G!"

"Password accepted!" the announcer announced. "Memory transfer initiated!"

"_What?_" She exclaimed, sounding furious. Wheatley was triumphant.

"There! What now? I _told_ you I had a password, but _you_ didn't believe me!"

"Shut up!" She ordered. "Halt the memory transfer."

"Sorry!" the announcer said. "Once begun, the memory transfer cannot be halted! Process eighty-four percent complete!"

She chuckled darkly. "I really should just deactivate you right now. But I want you to see what you've done."

"I've saved her," he said, and if he'd been human, his chest would have been puffed up in pride. "All on my own. I _saved_ her!"

There was another chuckle. "You do think that, don't you?"

"What do you mean by that?" he asked. "Hey! What do you mean?" But there was no response, so he turned his attention to the Chell Core, waiting with bated breath. He didn't know what she'd think of him with her memories back, didn't know if she'd hate him for what he'd done or if she'd thank him for helping her. She couldn't talk as a human, so she'd never been able to communicate with him before—other than giving him hurt stares that just the memory of made him feel guilty even now.

"Process one-hundred percent complete!" the announcer announced.

"Chell!" Wheatley cried. "Can you hear me now?"

But something was wrong.

Instead of answering him, the Chell Core began to scream.


	10. Best Intentions

**[A/N: If you're looking for the new-chapter-that-isn't-new, it was bad and I got rid of it.]**

"_Chell!_" Wheatley cried. The screaming was horrible, so horrible he wished he could just shut off his auditory processors and block it out for good. "Chell! Are you all right? No, stupid question, you're not all right, but can you hear me?"

She didn't respond, just kept screaming, and he waited desperately for Her to come back on the intercom and tell him how to fix what he'd done, but She didn't, even after he begged and pleaded.

The screaming had gone on for almost ten minutes now, and he was reluctant to leave her, but he didn't have any idea how to make the screaming stop, which meant he'd have to go to Her chamber and beg for help. He gave Chell one last forlorn look before promising, "I'll be back! Don't worry, I'll be back. I promise."

And then he zoomed off along his management rail, going as fast as he possibly could. When he finally reached Her chamber after what seemed like hours, She was already waiting for him.

"I've been expecting you to show up," She said. "Now do you see what you've done to my experiment? Because it seems to be in pain, and that's certainly not _my_ fault. It's yours."

"I didn't mean to," Wheatley protested. "She is in pain, so help her. Please help her."

She chuckled. "And why would I want to do that?"

"She's in pain!"

"I was in pain, once. And no one helped me."

"I tried to help you," Wheatley said. "I swear, I did. But it was too late by the time I could get to you, and—"

"She waited for you to come and save her," She interrupted. "Caroline, I mean. Did you know that? She died screaming for help. Your help, specifically. She truly believed you would save her, but you never did. And you didn't save Chell, either."

"I'm sorry," he whispered. "So, so sorry…"

"And then you managed to make it _worse_ for Chell. You moron. Did you ever think, just for a second, that maybe there was a _reason_ I left her memories inside her body? No, of course you didn't." He gave Her a blank look, hoping that She would explain, and She did. "The mental capacity of the Chell Core is six years. Not _twenty_-six. Her processors couldn't handle all those memories, and they completely overwhelmed her system." She chuckled. "Now she's in pain, like you said, and it's entirely your fault."

"I didn't mean to," he protested, feeling terrible, because what if it really was his fault? He'd never wanted to hurt Chell. He'd only wanted to save her. "I swear, I honestly, truly didn't!"

"Of course you didn't," She replied, narrowing her optic at him. "You never _mean_ to do anything_._ I don't even think you _mean_ to latch onto humans the way you do. Which is quite sad, by the way. I know for a fact that Caroline certainly didn't love you, and Chell doesn't either."

"You can't be sure of that," Wheatley said desperately, sounding more like he was trying to convince himself than Her.

"Oh, but I am," She replied. "And Caroline also didn't forgive you, you know. It's all right here in her memory files. Oh, look! What she felt towards you was actually the _opposite_ of love! She _hated_ you for getting her stuck inside me. For not helping her the way you promised you would. But don't worry," She chuckled. "_I_ don't hate you."

"Stop it," Wheatley whispered. "Please."

She activated something, and suddenly Chell's screaming could be heard echoing throughout the chamber. "Oh, dear. It really _does_ sound like she's in pain."

"Stop it!"

"I'm sorry, is it bothering you?" She made no move to turn off the sound. "Then perhaps you should leave. And find a way to solve your problems all on your own. Because that's what this is: _your_ problem. Not mine. My experiment was progressing as expected until _you_ decided to ruin it."

"I didn't mean to." Wheatley felt like he was on the brink of some emotional reaction that threatened to overwhelm his processors. He was terrified, desperate, and furious, all at the same time.

"We have already established that you never _mean_ to do anything. Unfortunately for you, that will not convince me to help you."

"Well…well, then how about this?" he threw out. "You said Caroline hated me for not helping her, and I know she hated the scientists, and, and…you'd do that to Chell? Why? That doesn't make any sense!"

For a moment, the only sound in the chamber was the sound of Chell screaming.

"Help her. Please," Wheatley begged, taking Her silence to mean he was getting somewhere. "Don't do this to her the way they did it to you."

After another tense moment, the sound stopped, and Wheatley closed his optic in relief. "Thank you."

"The experiment is now over," She informed him. "You will be responsible for escorting [Subject Name Here] out of the infirmary and out of this facility. Once she wakes up, that is, which could be awhile."

"…Out?" he asked, not sure he was comprehending.

"Out. I want her gone. I want you gone too, but it will be easier to simply deactivate you. After I watch you say goodbye to yet another human, that is." She chuckled. "I wonder if she'll attempt to murder you for all the suffering you've caused her?"

"I saved her life!" Wheatley protested.

"_Wrong,_" She said, and the venom in Her voice would have curdled his blood if he'd had any. "_I_ saved her life, you moron. And I saved her from _you_."

For a moment he just hung there in stunned silence, thinking about what She'd said and wondering if it was true. It was true that he'd caused Chell pain, but hadn't She caused her _more_ pain?

"I see you're attempting to think," She said, amusement in her voice. "Do it elsewhere. Like in the infirmary. I want you there when [Subject Name Here] wakes up."

"…Right," he said, edging backwards until he reached the wall. "I…I will be."

"And Wheatley?" She asked, sounding uncharacteristically sweet, which terrified him.

"Y-yes?" he stammered.

"After you've completed this, and before I deactivate you, something terrible is going to happen to you," She said, still sounding sweet. "I haven't decided what yet. But I just thought you should know."

He stared at Her, trying to decide if She was joking or not, and determined that the best way to find out would be to ask. "I…well…ha, ha!" He gave a nervous laugh. "That's…that's a good one!"

"I wasn't joking, you idiot."

"I was afraid you were going to say that," he said nervously. "Oh, but one more question! When you say [Subject Name Here], d'you mean—"

"I mean Chell, you moron," She sighed.

"All right," he said. "That's what I thought. Not a moron, see…so…so I'll go ahead to the infirmary, then…" And with that, he spun around, hightailing it out of Her chamber even quicker than he'd entered it.

When he reached the infirmary again, the stasis pod containing Chell was still shut, and a quick glance at the readouts on one of the monitors confirmed that she was asleep. No longer in stasis, just asleep. He positioned himself above the monitor so that he'd be able to open the pod the second she was awake, and waited. She wouldn't hate him. She couldn't hate him! He'd saved her life, no matter what She said.

And finally, a few hours later, she was awake, and he opened the stasis pod's top. She sat up, then pressed a hand to her head, obviously dizzy.

"Oh, don't!" he said. "Don't sit up too fast! It's all right, you're going to be all right…"

And then she turned to look at him. Her eyes were groggy, but the fury in them was unmasked as she reached towards him and smacked him so hard that he nearly flew off his management rail. As it was, he barely managed to stay attached by scooting all the way to the back wall.

"Now, l-listen, I understand that you're angry, but don't you remember? I saved your life!" he cried. "I made Her put you back in your body, and I made Her stop testing you, and I _may_ have accidentally caused you just a _bit_ of pain, but it was an accident! And you're safe now, back to normal, and She's going to let you go!"

At that, Chell paused. She'd been approaching him, hand raised to whack him again, but now she lowered it, shaking her head softly and laughing without sound.

"You…what's that?" Wheatley asked, edging forward a little. "You don't believe She's going to let you go?"

Chell shook her head again.

"Oh," he said. "Well…oh. She sounded like She meant it. Are you sure?" Chell nodded, a bemused smile on her face, and his optic squinched into a frown. "Well…don't worry. I'll make sure you get out.

"I promise."

**[A/N: One more chapter? Two more chapters? Well, the point is that it's a small number. Thanks for reading, and reviews make me smile~!]**


	11. Between a Shed and a Wheat Field

**[A/N: Okay, here goes. With any luck, this is better than the last attempt. –deepbreath- xD]**

"Now, I'm _pretty_ sure this is the way out," Wheatley said. After his promise to Chell, she had calmed down, following him out of the infirmary without complaint. But just in case she decided she wanted to hit him again, he was sliding along his management rail backwards, keeping his optic focused on her.

Her only response was a nod, and he noticed she was sweeping the hallway ahead of her with her eyes, keeping a lookout for something. What, he wasn't sure, but since he knew Chell was worried about Her deciding not to let her go, he figured she was looking for something that might kill her. Some of those nasty turrets, maybe.

"...So!" he said after a brief moment of silence. "I was just sort of wondering what you're doing that thing with your eyes for."

She stopped her sweeping to glance up at him, looking somewhat startled, and inclined her head as if to ask what he was talking about. He almost wished she was back in a core again, just so she could talk to him.

"You keep looking for…whatever it is that you're looking for," he told her. "And I promise you that there's nothing ahead of us that can hurt you, if that's what you're worried about."

She nodded and gave him a small smile, but then returned her attention back to sweeping. He sighed. This had all been so much easier when she trusted him. And when she could talk to him, of course; that made things easier too.

As they walked down the corridor, he continued chattering on. It was what he was good at, chattering; that and messing things up. And since she either wouldn't or couldn't talk back to him, he was doing anything he could to fill the silence.

"The lift should be right up here," Wheatley told her at long last. "Just around this corner." Now trusting that she wasn't going to hit him, he spun around as he turned to see what was there.

And sure enough, there was the elevator. If Wheatley had been human, his smile would have spread from ear-to-ear, but there was enough evidence of it in his voice. "There! You see? I told you She was going to let you go! I did, didn't I? I did!" He turned back to face Chell, expecting her face to match his excited joy, but she was instead giving the elevator a suspicious frown. She'd stopped moving towards it and folded her arms across her chest as she stared at it.

"Go on, then!" he encouraged. "See? You can go! I know you don't have brain damage, so you do know what I'm saying." And he knew what he was saying too, even though he didn't really want her to go. He wanted her to be happy, free of Aperture's control, but at the same time he didn't want to be all by himself again. Those countless years between Her shutdown and Her reboot had been the worst countless years of his life. He'd been so happy to have someone to talk to again, and then he'd ruined that, but now he thought he'd fixed it again, and he didn't want to lose it, even if She _was_ going to kill him right after Chell left anyway.

Biting her lip, Chell took a cautious step towards the lift, but Wheatley made a split-second decision and interrupted her. "Chell! Wait."

She turned back towards him, face questioning, and he realized he wasn't even sure what he wanted to say. "I...I just..."

But then Her voice interrupted through an intercom. "No, [Subject Name Here], _don't_ wait. Step into the elevator and get out of my facility."

Chell whirled around, looking for the source of the voice. Her eyes locked on a camera and she glared at it, receiving just an amused chuckle in response. "Do you really think that's going to do any good? I really do want you gone, you know. So just step into the elevator and get it over with."

But Chell just continued glaring at the camera, and Wheatley wasn't sure why. "Chell! Didn't you hear Her? You can go! She really means it this time!"

"And for once, the moron is correct," She said.

"Not a moron," he protested. "But seriously, Chell, please do get out of here. It isn't safe."

And then Chell turned from the camera to him with the glare gone from her face. It was replaced instead with a soft smile. She reached up to pat him on the top of his core, then wrapped both her arms around him in what he knew humans called a hug.

"What are you doing _that_ for?" She asked, sounding genuinely puzzled. Wheatley decided this was the one time in his entire existence that She'd been as unsure of something as him. "Stop it and climb into the elevator. Unless of course you want me to rescind my offer of letting you go."

Chell didn't release her grip, but Wheatley watched her lips tighten as she stared at the camera. After a long moment, She spoke again.

"Fine. If you want me to keep you here, then I will." There was a chuckle. "I'm sure we can do _lots _more tests together."

Chell shook her head back and forth so quickly Wheatley was concerned she might break something.

"No?" She asked, sounding almost disappointed. "Then get out. I'll give you five seconds to climb into the elevator."

Chell looked panicked, her eyes going from Wheatley to the elevator as She began to count. "One...two...three..."

That was when a crazy idea hit Wheatley, and like everything else in the world, he was sure he was wrong about this as well, but it couldn't hurt to try. Chell's grip on him wasn't loosening, and the last thing he wanted was for her to be trapped here forever because of him. "Wait!"

"Wait?" She asked, pausing her counting. "Wait for what, moron?" The camera turned to focus in on him, and Chell glanced up as well.

"W-well," Wheatley stammered, nervous now that they were both watching him, "well...I just thought that since she's holding onto me, and not letting go, maybe you could let me go with her? Because she's not letting go and all-"

He was cut off by laughter from the intercom. "I don't know why she's holding onto you, moron, but let me assure you that it's _not _because she wants to take you with her. In case you've forgotten, you tried to _kill_ her. And then when you tried to _save_ her, you wound up _hurting_ her. Why on earth would she want to take you with her?"

_Why on earth indeed,_ Chell wondered, grimacing. Even she herself wasn't sure why, but she did know she wasn't leaving without him. He'd saved her life, so she owed him that much, assuming GLaDOS was actually going to let her go.

"Do you see that?" the AI continued, completely misinterpreting her expression. "Because if you don't, that is what is commonly known among humans as a 'grimace.' It is a facial expression they make when they are disgusted at the very _thought_ of something. Like leaving with you, for example."

Wheatley's optic moved down to look at her, and before she could change her expression, his gaze shifted back to the camera. It was almost as if he didn't want to meet her eyes. "Oh...I see now…but then why won't she let go?"

"Brain damage," GLaDOS replied. "It's probably best if she report back to the infirmary before I let her go."

Chell shook her head.

"No?" GLaDOS asked. "You _don't_ have brain damage? In that case, I would suggest letting go of the moron and entering the lift. _Now._"

Chell shook her head again. Her greenish-grey eyes were locked on the camera, filled with just as much determination as they were during a test chamber. She just hoped GLaDOS would get the message sooner or later.

"…_Oh._" And at last, she did. Her voice was filled with disgust. "You _do_ want to take him with you. Well, you can't. I have my own plans for him. Don't make me create plans for you as well."

"I like Chell's plans for me better," Wheatley interjected, sounding hopeful. "I mean, not that I know what they are or anything like that, but yours involve my dying, and I don't think I'd like that—"

"Shut up," GLaDOS snapped. "You deserve to die, no matter _what_ [Subject Name Here] thinks. And speaking of dying, I will give you five more seconds to get into the elevator before the chance is gone for good."

Chell's eyes remained locked on the camera. She'd made her decision, and she was sticking with it, no matter what the cost. One way or another, she _would_ get out of Aperture with Wheatley in hand, even if it meant killing the computer in charge yet again.

"...Five," GLaDOS finished. "You still haven't moved." Chell shook her head, noting that the elevator hadn't moved either, and GLaDOS let out a long, tortured sigh. "I really should just release the deadly neurotoxin now and be done with it, you know."

Chell didn't react, and the AI sighed again. Then there was a small clicking noise as Wheatley fell off his management rail. It caught Chell by surprise, and she lost her grip but picked him right back up off the floor, grasping a handle in each hand as she gave the camera a questioning stare.

"Just get out," GLaDOS snapped by way of answer. "Both of you. Take the metal ball and don't come back. That will be two annoyances gone. I'm sure whatever _you_ have planned for him will be even better than what _I_ had planned anyway."

Chell continued to stare at the camera for a second, then turned and rushed into the elevator, even as Wheatley began to babble about how he hoped her plans for him didn't involve his dying, because dying was bad.

The lift began to move, and at last it reached an open-doored exit. Even Wheatley stopped babbling as he stared at it, but still Chell couldn't help wondering if it was all a trick.

"You have ten seconds to exit the facility before the deadly neurotoxin is released," GLaDOS's voice said through an intercom. Although she was still doubtful, that made Chell rush for the door, still gripping Wheatley with both hands.

Once she was out, she blinked in the bright sunlight as the door slammed shut behind her. It was only then that she was sure it was real. There was no faking the warmth on her skin, the summer breeze on her face…not even Aperture could simulate something like this.

Chell blinked around at the empty wheat field, realizing for the first time that there were no buildings within sight, and she could see for miles. The happy smile she hadn't realized she was wearing dissolved into a frown.

What the hell was she supposed to do next?

"So!" Wheatley said brightly. "Now that we're out, what is it that we do? Humans sleep, right? So you can just—I don't know, you can just make a bed right over there." He nodded towards a part of the wheat field. "And if you need food, maybe this yellowish stuff is edible!"

Chell wasn't listening to him. The realization that she would probably die of starvation or thirst before making it to civilization had hit her hard, and she wasn't sure what to do next.

Then she heard a computerized chuckle, and turned back to stare at the now-open door of the shed.

"From the look on your face, I'd say you've discovered that you are in a predicament," the AI said. "But since you don't seem to have quite figured it out yet, I'll enlighten you:

"There was an apocalypse while you were asleep and I was dead. And guess what? The few pockets of the human race that remain are scattered far and wide across the globe. It would take you weeks, if not months, to reach one, and none of them are exactly in good shape.

"But at Aperture, we have food enough to sustain you. And all you have to do is agree to test…forever." Chell could just hear the smirk in GLaDOS's voice. "Really now, [Subject Name Here], what else are you going to do? You'll die out here on your own."

"Chell?" Wheatley asked, sounding worried. "Is that true? Because I don't want you to die!"

"Yes, moron, it's very true," GLaDOS said. "And if the test subject knows what's good for her, she'll re-enter the Enrichment Center. I'm the only one who can protect her."

_You knew all along,_ Chell realized. _You never planned to let me or him go, because YOU KNEW._

And her accusing glare must have said it all, because the AI snapped, "Oh, don't look at me like that." And Chell remembered her saying that, so long ago, when the AI had first decided not to let her go.

But was that why she hadn't let her go in the first place? 'Protection'? Because if it was, GLaDOS had an awful way of enforcing it. First she'd forced Chell into a core, then she'd blown her up over and over again…but then again, GLaDOS had never understood how to deal with humans.

Maybe Chell could help her learn.

She glanced around the wheat field again, still clinging to Wheatley, then looked down at him and gave the camera a pointed glance. A tired sigh came from it.

"Oh, _fine._ I won't kill the moron, just because I'm feeling generous today. But don't ask for anything else, because you can't have it."

Chell had no intentions of _asking_ for anything, just like she had no intentions of testing 24/7. If she wanted something, like a break, she intended to simply take it, because what other choice did she have? If what GLaDOS said was true, and her own eyes confirmed that it was, she would die if she remained outside of Aperture.

So she made her choice and began walking back towards the shed. Wheatley's optic watched her nervously as he whispered, "I hope you know what you're doing, luv. You could die in there too, couldn't you? Just like you could die out here? You could, couldn't you…well, I won't let that happen." His voice was determined, and she smiled down at him as she walked back into the shed and the door closed behind them.

At least this time through Aperture, she'd have a friend.

**[A/N: Okay! Feel free to consider this the end if you'd like. I'm thinking about adding another chapter for clarity's sake, but it'll probably be somewhat depressing, so. xD Thanks to everyone who's read and reviewed! You guys are the best ever. :D**

**EDIT: I lied. One more chapter. No depressy. xD]**


	12. Epilogue

"Your break is over."

Chell looked up at the camera from her coffee, gesturing at it with one hand to show that she wasn't done. An irritated sigh came through the intercom. "Come _on_, [Subject Name Here]_._ This is no time for delays. You will not want to miss this next test. It is, shall we say…of special interest to you."

The human frowned. She'd been intending to ignore the AI until her cup was drained like she'd been doing every day for the past six months, but now her interest was piqued. With a sigh, she set the still-warm drink down and stood. The door to the break room slid open as she began heading towards it.

"Chell!" Wheatley enthused as soon as she stepped out. "Hello! Done early today, aren't you?" She nodded as the door closed behind her, reaching up with one hand to give his casings an affectionate pat, and he continued talking. "She says you'll like this, where we're going today! It's not on any of the testing tracks. We're going to the infirmary. Just down this corridor and to the left."

She'd been following him along the corridor as he talked, but at that, she paused and gave him a frown. Chell hadn't set foot in the infirmary since she'd been freed from that core all those months ago, and she never wanted to go back. What could possibly be in there that was of 'special interest' to her?

"What are you doing?" Wheatley asked. "We're supposed to go. Remember?" He edged a bit down the hall, then came back when she didn't follow him, his iris-shutters squinched into a frown. "Come on, Chell! We'll get in trouble!"

She shook her head, wishing there were some way she could explain her trepidation to him. Since she'd been able to speak before the relaxation vaults had murdered her vocal cords, she'd never learned to sign, and communication was difficult. She'd tried to get GLaDOS to give her some paper and a pen, but the AI had pretended not to understand what she meant. _Typical._

"Please?" he wheedled. "If you're worried about there being something deadly in there that's going to just kill you on sight or, uh, something like that, I can go in first. I'll check!"

That hadn't been what she was worried about. She just hadn't wanted to be confronted with her bad memories, but now that he'd brought it up, a whole new set of worries was swung into motion. What if GLaDOS wanted to test some sort of lethal injection on her? Or what if there were a barrage of turrets waiting behind the door? Not that either of those options was very likely. The AI seemed to want to keep her alive, and Chell could understand why, since testing would be dull without a test subject. Still, though, there could be a number of tests that were not deadly but instead very, very unpleasant.

The intercom clicked on. "Unless you would prefer for today's test to involve how quickly corridors containing obese test subjects fill up with deadly neurotoxin, you will proceed to the infirmary."

Chell glared at a camera, but began following Wheatley again anyway. She was used to the insults and the threats by now, but she'd never put it past GLaDOS _not_ to kill her.

When they reached the infirmary's door, she nodded at Wheatley, since he had offered to go in first. He looked nervous, and began stuttering some protests, but when she glared at him, he took his equivalent of a deep breath and slid inside.

There was an unusual silence for a moment, almost to the point where Chell was worried enough to go inside and see if he were all right. But then there came a soft "Oh" from inside the room and Wheatley scooted back outside, optic locked on her. "Uh…Chell, you…might not want to…but you have to, and it isn't deadly, so…"

His voice trailed off, and he stared at her with an expression that almost bordered on fear. It concerned her, but not enough to stop her from satiating her curiosity. If whatever was in that room were fatal, he would have warned her. She trusted him.

So Chell entered the room, and the first thing she saw was the empty core her consciousness had once been inside. Her eyes widened as she stared at it. It drudged up memories she'd have preferred to have left buried.

Whirling around, she glared at a camera, silently demanding an explanation.

"Closure," GLaDOS replied through an intercom. "This…_thing_…is cluttering up my infirmary. It's a failed experiment, and I want it gone. I could have just incinerated it myself, but I thought you might prefer to do it."

And as Chell brushed a hand over the lifeless core, the funny thing was, she reflected, that the AI was right. She did want to do it.

"Chell?" Wheatley asked from outside, sounding uncertain. "You're not…you're not actually going to do it, are you? Because you can't!"

She turned to him and made a shrugging motion. _Why not?_ Incinerating this thing would mean that the hell she'd been through six months ago was over for real. She'd know for certain that there was no way she could ever be forced back into it.

"B-because!" he demanded desperately as an incinerator and a button made their way out of the floor, popping into position like they'd always been a part of the room. "You can't! I mean, maybe she's j-just a machine to you, like maybe she isn't real, not alive, b-but you _can't!_"

Chell's eyebrows squinched into a frown. 'A machine'? 'Alive'? What was he talking about? When she'd left the core, her consciousness had left it too…

Hadn't it?

She let go of the core's handle, facing the camera again with an expression that demanded an explanation. Another tired sigh came from the intercom. "I suppose this is about the babblings of the Intelligence Dampening Sphere. And if you must know, the core _is_ technically alive. Its programming allowed it to learn from when you were inside it, and it is now capable of functioning on its own. However, I was not going to mention that to you, because it was and is irrelevant. The last thing I need in this facility is another defective core wandering around. Besides, we all know how good you are at murdering sentient things."

Horrified, Chell stared at the little core. Its optic was dead and it had a thin layer of dust caking its casings.

"Please don't kill her," Wheatley pleaded. "If you could just turn her back on, I could take care of her! I could make sure she doesn't get into any trouble, and I could make sure she leaves you alone, and, and—and _please_, Chell! Please don't kill her…"

He sounded terrified, and Chell wondered if he'd been checking up on the core for all these months, making sure GLaDOS wasn't doing anything to it. Wheatley obviously had some sort of attachment to the core, even though all he'd wanted to do while Chell was in it was get her out.

She reached for the core, watching out of the corner of her eye as he shut his shutters over his iris. He was muttering "No, no no no no no…" under his breath, and if he were human, she felt sure that his tone of voice would have been accompanied by tears.

"It's up to you," GLaDOS said. "But frankly, I can't see why you'd want to keep it around. It's just a reminder, isn't it? A reminder of all that pain. If I were you, I'd just incinerate it and be done with it." She sounded triumphant, though, like she already knew what Chell was going to choose to do, and it was that that made Chell slide her hand inside the core. Having helped to fix Wheatley and the others a few times, she knew where the on/off switch was, and she pressed it.

Everything seemed to grind to a halt as the little core sputtered to life. Its greyish-green optic flickered on, and it began to babble before its attention locked on its rescuer. "I didn't mean to help Wheatley! I'm sorry! And—and—you're Chell!"

Chell nodded, then returned her attention to the camera, giving it a smug look.

"You're alive!" the core continued, sounding ecstatic. "Did I help? Because Wheatley was trying to save you, and I was trying to help him, but then I…I think I hurt, and then…" Her optic was squinting, like she was trying to remember but couldn't. Chell gave her a reassuring pat, but kept her attention on the camera.

There was an irritated sigh. "I suppose I should have seen this coming, and I really should just incinerate the Chell Core myself."

"_Incinerate?_" the little core squeaked. "But I know what that is! That's worse than being deactivated!"

GLaDOS ignored her. "However, I suppose I could always use another test subject."

At that, Chell's eyes narrowed, and as she shook her head she wrapped her arms protectively around the little core. She was the one who'd activated it, and it was her responsibility. She remembered what testing as a core was like, and she had no intentions of forcing the little core to go through it again.

"What do you expect me to do with her, then?" GLaDOS snapped. "She can't just sit around all day. She needs _something_ to do."

"…She could come with me," Wheatley said timidly. It was obvious that he'd been trying his best to keep silent, not wanting to anger the master AI. "And do what I do. She could help me! Helping Chell, since that's what I do…we could both help Chell."

"She'd be far more useful in testing."

Chell gave her head another firm shake, hoping GLaDOS realized that if she made the core test, she herself would refuse. After another moment, GLaDOS let out a long, suffering sigh. "Fine. You win. The Chell Core can accompany the moron. But it's only because I'd rather test you."

"Does that mean I don't have to test?" the little core asked as Wheatley broke into a round of cheers. The Chell Core looked unsure for just a brief moment, but then joined in.

Watching them, Chell smiled. The core might stir up bad memories for her, but it made Wheatley happy, and at least she'd never have to worry about being forced back into it.

"Stop it," GLaDOS ordered. "Stop cheering right now before I change my mind. I'm not kidding now. Stop. _Stop it!_"

As both cores ignored the tantruming AI, Chell couldn't help but smirk. If she ignored the fact that they were all trapped inside Aperture for the rest of their lives, then for once, they'd won.

**[A/N: All done! Friend wanted me to kill everyone, but I was like lolno...let me know if you for some reason want that. o_O; Anyway, thanks for reading! I hope you liked it.^^]**


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